Effect of the Merger on Equity Securities Sample Clauses
The "Effect of the Merger on Equity Securities" clause defines how the outstanding shares and other equity interests of the merging companies will be treated as a result of the merger. Typically, this clause specifies whether existing shares will be converted into shares of the surviving entity, cashed out, or otherwise exchanged, and may address the treatment of options, warrants, or convertible securities. Its core practical function is to provide clarity and certainty to shareholders and stakeholders about what will happen to their equity holdings, thereby preventing disputes and ensuring a smooth transition during the merger process.
Effect of the Merger on Equity Securities. Subject in each case to Section 2.1(d) and (e), at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, MLP, MLP General Partner, any Holder of MLP Common Units, any Holder of Parent Common Stock, or any other Person:
Effect of the Merger on Equity Securities. Subject in each case to Sections 2.1(d), 2.1(e) and 2.3, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, NAP, NAP General Partner, any Holder of NAP Common Units, any Holder of Parent Common Stock or Parent Preferred Stock, or any other Person:
Effect of the Merger on Equity Securities. Subject in each case to Sections 2.1(e) and 2.1(f), at the Effective Time, by virtue of the Merger and without any action on the part of ACMP, ACMP General Partner, Merger Sub, WPZ, WPZ General Partner, any Holder of WPZ Units, any Holder of ACMP Units, or any other Person:
Effect of the Merger on Equity Securities. Subject in each case to Sections 2.1(d) and 2.1(e), at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, NMCI, NMCI General Partner, any Holder of NMCI Common Units, any Holder of Parent Common Units, or any other Person:
Effect of the Merger on Equity Securities. (a) At the TEPPCO GP Effective Time, by virtue of the TEPPCO GP Merger and without any action on the part of any holder of TEPPCO GP Member Interests, subject to Section 3.1(b), all TEPPCO GP Member Interests issued and outstanding immediately prior to the TEPPCO GP Effective Time shall be converted into the right to receive aggregate consideration issued by Enterprise consisting of (1) 1,331,681 Enterprise Units (the “Unit Consideration”) and (2) a deemed contribution and increase in the capital account in Enterprise of Enterprise GP, the general partner of Enterprise and a wholly owned subsidiary of the TEPPCO GP Member, by an amount equal to the Additional Enterprise GP Interest (the “Deemed Capital Contribution” and, together with the Unit Consideration, the “TEPPCO GP Consideration”). “Additional Enterprise GP Interest” means the dollar amount, equal to 2/98ths of the aggregate fair market value of the Enterprise Units and Enterprise Class B Units issued in the Mergers as TEPPCO Consideration, Designated TEPPCO Unit Consideration and Unit Consideration, necessary to fund the capital contribution required to maintain Enterprise GP’s 2.0% Enterprise general partner interest. The TEPPCO GP Member Interests converted into the right to receive the TEPPCO GP Consideration pursuant to this Section 3.1(a) shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and the TEPPCO GP Member shall thereafter cease to be a member of TEPPCO GP or have any rights with respect to the TEPPCO GP Member Interests, except the right (i) to be admitted as an Additional Limited Partner under the Enterprise Partnership Agreement and receive the Unit Consideration and (ii) to have Enterprise GP receive the Deemed Capital Contribution, in each case in accordance with this Article 3. Upon such exchange of the TEPPCO GP Member Interests and the recording of the name of the TEPPCO GP Member as a limited partner of Enterprise on the books and records of Enterprise, the TEPPCO GP Member shall automatically and effective as of the TEPPCO GP Effective Time be admitted to Enterprise as an Additional Limited Partner and be bound by the Enterprise Partnership Agreement as such. By its exchange of the TEPPCO GP Member Interests or by its acceptance of Enterprise Units, the TEPPCO GP Member confirms its agreement to be bound by all of the terms and conditions of the Enterprise Partnership Agreement, including the power of attorney granted in Section 2.6
Effect of the Merger on Equity Securities. Subject in each case to Sections 2.1(e) and 2.1(f), at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, SXCP, SXCP General Partner, any Holder of SXCP Common Units, any Holder of Parent Common Stock, or any other Person:
Effect of the Merger on Equity Securities. At the Effective Time, by virtue of the Merger and without any action on the part of TLLP, Merger Sub, QEPM, QEPM General Partner, any Holder of QEPM Units or any other Person:
Effect of the Merger on Equity Securities. (a) At the KSL Effective Time, by virtue of the KSL Merger and without any action on the part of any holder of any KSL Common Shares:
(i) Subject to Section 3.1(a)(ii), each outstanding KSL Common Share (together with any associated KSL Rights) issued and outstanding immediately prior to the KSL Effective Time shall be converted into the right to receive an amount in cash equal to $43.31 (the “KSL Consideration”). All KSL Common Shares converted into the right to receive the KSL Consideration pursuant to this Section 3.1(a) shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate that immediately prior to the KSL Effective Time represented any such KSL Common Shares (a “KSL Certificate”) shall thereafter cease to be a member of KSL or have any rights with respect to such KSL Common Shares, except the right to receive the KSL Consideration to be issued in consideration therefor and any distributions to which holders of KSL Common Shares become entitled all in accordance with this Article III upon the surrender of such KSL Certificate.
(ii) Notwithstanding any other provision contained in this Agreement, no KSL Common Shares that are issued and outstanding as of the KSL Effective Time and that are held by a KSL Shareholder who has properly exercised such KSL Shareholder’s appraisal rights (any such KSL Common Shares being referred to herein as “Dissenting Shares”) under Section 11.5 of the KSL LLC Agreement shall be converted into the right to receive the KSL Consideration as provided in Section 3.1(a) unless and until such KSL Shareholder shall have failed to perfect, or shall have effectively withdrawn or lost, such Shareholder’s right to dissent from the KSL Merger under the KSL LLC Agreement and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the KSL LLC Agreement. If any holder of Dissenting Shares shall have so failed to perfect or has effectively withdrawn or lost such KSL Shareholder’s right to dissent from the KSL Merger after the KSL Effective Time, each of such holder’s KSL Common Shares shall thereupon be deemed to have been converted into and to have become, as of the KSL Effective Time, the right to receive the KSL Consideration.
(b) At the KSL Effective Time, by virtue of the KSL Merger and without any action on the part of VLI, each outstanding limited liability company interest in VLI Sub A issued a...
Effect of the Merger on Equity Securities. (a) At the KPP Effective Time, by virtue of the KPP Merger and without any action on the part of any holder of any KPP Units:
(i) If the KSL Merger shall have occurred, all KPP Units that are KSL Owned Units immediately prior to the KPP Effective Time shall cease to be outstanding and shall be cancelled and retired and shall cease to exist.
(ii) Subject to Sections 3.1(a)(i), 3.1(b) and 3.6, each outstanding KPP Unit issued and outstanding immediately prior to the KPP Effective Time shall be converted into the right to receive a number of VLI Common Units equal to (i) if the Average Closing Price as of the Condition Date is equal to or less than $54.39, 1.1307; (ii) if the Average Closing Price as of the Condition Date is between $54.39 and $60.11, a quotient, the numerator of which is $61.50 and the denominator of which is the Average Closing Price as of the Condition Date (such quotient to be rounded to the nearest ten thousandth), or (iii) if the Average Closing Price as of the Condition Date is equal to or greater than $60.11, 1.0231 (in each case, the “Exchange Ratio”). Each KPP Unit converted into the right to receive VLI Common Units pursuant to this Section 3.1(a)(ii) (such amount of VLI Common Units the “KPP Consideration”) shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate that immediately prior to the KPP Effective Time represented any such KPP Units (a “KPP Certificate”) shall thereafter cease to be a limited partner of KPP or have any rights with respect to such KPP Units, except the right to be admitted as an Additional Limited Partner and receive the VLI Common Units to be issued in consideration therefor and any distributions to which holders of KPP Units become entitled all in accordance with this Article III upon the surrender of such KPP Certificate. The VLI GP consents to the admission of each KPP Unitholder as an Additional Limited Partner who is issued VLI Common Units in exchange for such KPP Unitholder’s KPP Units in accordance with this Article III upon the proper surrender of the KPP Certificate representing such KPP Units. Upon such surrender of the KPP Certificate (or upon a waiver of the requirement to surrender a KPP Certificate granted by VLI GP in its sole discretion) and the recording of the name of such Person as a limited partner of VLI on the books and records of VLI, such Person shall automatically and effective as of the KPP Effective Time be admit...
Effect of the Merger on Equity Securities. (a) On the terms and subject to the conditions set forth herein, at the Effective Time, by virtue of the Merger and without any further action on the part of any Party or any other Person, the following shall occur: